Exhibit 10.1
SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT (this “Agreement”)
is between SHENTEL MANAGEMENT COMPANY, a Virginia corporation (the “Company”) and «Name» (the “Executive”).
Certain capitalized terms used in this Agreement are defined in Section 7.
WHEREAS, the Company acknowledges that the
Executive has made, and is expected to make, significant contributions to the growth and success of the Company and its affiliates;
and
WHEREAS, the Company recognizes that the
possibility of a termination of the Executive’s employment may contribute to uncertainty on the part of the Executive with
respect to the Executive’s continued employment and may result in the distraction of the Executive from the Executive’s
responsibilities to the Company and its affiliates; and
WHEREAS, the Company desires to provide
the Executive protection against certain terminations of employment on the terms and subject to the conditions stated in this Agreement;
and
WHEREAS, the Company is willing to provide
such assurances only in accordance with the terms and conditions of this Agreement and most especially in exchange for the Executive’s
covenants and promises set forth in Section 4(d) and Section 8 of this Agreement.
NOW, THEREFORE, in consideration of the
mutual covenants and obligations set forth in this Agreement and the compensation and benefits the Company agrees herein to pay
to the Executive and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company
and the Executive agree as follows:
1. Effective Date.
The Effective Date of this Agreement is January 1, 2020.
2. Term of Agreement.
The Initial Term of this Agreement begins on the Effective Date and ends on December 31, 2021. Commencing on January 1, 2022, and
on each January 1 thereafter, the term of this Agreement shall be automatically extended for one additional year unless the Company
or the Executive, at least ninety days before such date, shall have given written notice that the Company or the Executive does
not wish to extend this Agreement. For purposes of this Agreement, the word “Term” means the Initial Term and the period
of any extension pursuant to the preceding sentence or the following sentence. Notwithstanding the preceding sentences, if a Control
Change Date occurs during the Term, the Term of this Agreement shall not end before the day that is eighteen months after the Control
Change Date (or the day that is eighteen months after the last Control Change Date that occurs during the Term if more than one
Control Change Date occurs during the Term).
3. Right to Receive
Severance Benefits. The Executive shall be entitled to receive the severance benefits described in Section 4(b) or (c), as
applicable, if (a) the Executive remains in the continuous employ of the Company or its affiliates from the Effective Date until
the date of the Executive’s Covered Termination; (b) the date of the Executive’s Covered Termination is during the
Term; (c) the Executive provides the Company a general release and waiver of claims (the “Release”) in accordance
with Section 5 of this Agreement and (d) the Executive complies with the Executive’s covenants and promises set forth in
Section 4(d) and Section 8 of this Agreement.
4. Severance Benefits.
(a) Upon
a termination of the Executive’s employment with the Company and its affiliates for any reason, the Executive shall be entitled
to receive the “Standard Termination Benefits” as set forth in this Section 4(a). The Standard Termination Benefits
are (i) payment of any compensation (including base salary and cash bonus for the year immediately preceding the year of termination)
that is earned but unpaid as of the date the Executive’s employment ends, (ii) payment for any vacation or paid time off
that is earned but unused as of the date the Executive’s employment ends, (iii) reimbursement of expenses in accordance with
the Company’s expense reimbursement policy for expenses incurred prior to, and that remain unpaid on, the date the Executive’s
employment ends and (iv) the rights, if any, that the Executive has under any stock options or other equity awards that are outstanding
on the date the Executive’s employment ends, as determined under the agreements evidencing such awards. The Standard Termination
Benefits described in clauses (i) through (iii) shall be paid in a single cash payment within thirty days after the date the Executive’s
employment ends and the applicable award agreement(s) shall govern the Executive’s rights under any awards described in clause
(iv).
(b) If
all of the requirements of Section 3 of this Agreement are satisfied and a Control Change Date has not occurred before the date
of the Executive’s Covered Termination, then, subject to Section 4(d) of this Agreement, the Company shall pay the Executive
the severance benefits set forth in clauses (i) and (ii) below.
(i) The
Company shall pay the Executive an amount equal to one times the Executive’s annual base salary as in effect on the date
the Executive’s employment ends (but disregarding any reduction in base salary that constitutes Good Reason). The Company
shall pay that amount in installments in accordance with the Company’s regular payroll policy. Subject to Section 10(c) of
this Agreement, the first installment shall be payable on the first regular payroll date for the Executive that is at least ten
days after the Release Effective Date; provided, however, that if the sixty day period in which the Executive may furnish
the Release begins in one calendar year and ends in the following calendar year, then the first installment shall be payable on
the first regular payroll date for the Executive that occurs in the second calendar year and that is after the Release Effective
Date. The installment payments shall continue thereafter in accordance with the Company’s regular payroll policy until all
of the amount payable under this Section 4(b)(i) has been paid or, if applicable, until the date that the Executive forfeits the
right to receive such payment in accordance with Section 4(d) or Section 6.
(ii) If
the Executive is enrolled in the Company’s health insurance plan on the date the Executive’s employment ends and if
the Executive elects to continue such coverage under COBRA, the Company will reimburse the Executive for a portion of the COBRA
premiums paid by the Executive. The amount of the COBRA premium that the Company will reimburse is equal to the monthly premium
that the Company pays for active employees for the same type and level of coverage. The Company will reimburse the Executive for
this amount until the first to occur of (a) the end of the twelfth month of the Executive’s COBRA coverage, (b) the date
that the Executive is no longer eligible for continued health plan coverage under COBRA, (c) the date that the Executive is eligible
for coverage under another group health plan (as defined in the COBRA regulations) or (d) the date that the Executive forfeits
the right to receive such payment in accordance with Section 4(d) or Section 6. Each reimbursement payment shall be paid to the
Executive in the month after the month in which the Executive paid the COBRA premium. If the Executive is entitled to continued
health plan coverage under COBRA for a period after the Executive is entitled to reimbursement of the COBRA premiums, the Executive
will be responsible for the payment of the entire COBRA premium (without reimbursement). The period in which the Company reimburses
the Executive for a portion of the COBRA premium will count towards the period of coverage required under COBRA.
(c) If
all of the requirements of Section 3 of this Agreement are satisfied and a Control Change Date has occurred on or before the date
of the Executive’s Covered Termination, then, subject to Section 4(d) of this Agreement, the Company shall pay the Executive
the severance benefits set forth in clauses (i), (ii) and (iii) below.
(i) The
Company shall pay the Executive an amount equal to one times the Executive’s annual base salary as in effect on the date
the Executive’s employment ends (but disregarding any reduction in base salary that constitutes Good Reason). The Company
shall pay that amount in accordance with, and subject to, the terms and conditions described in Section 4(b)(i) of this Agreement.
(ii) The
Company shall pay the Executive an amount equal to one times the Executive’s “target” annual incentive bonus
for the year in which the Executive’s employment ends. The Company shall pay that amount (together with the amount described
in Section 4(c)(i) of this Agreement) in accordance with, and subject to, the terms and conditions described in Section 4(b)(i)
of this Agreement.
(iii) If
the Executive is enrolled in the Company’s health insurance plan on the date the Executive’s employment ends and if
the Executive elects to continue such coverage under COBRA, the Company will reimburse the Executive for a portion of the COBRA
premiums paid by the Executive in accordance with, and subject to, the terms and conditions described in Section 4(b)(ii) of this
Agreement.
All payments that are made under this Section 4 shall be reduced
by applicable income and employment tax withholdings.
(d) No
further payments or benefits will be provided under Section 4(b) or 4(c) of this Agreement after the date that the Executive becomes
employed by, or provides services to, a Buyer. The Company has entered into this Agreement in reliance of the Executive’s
covenant that the Executive will give prompt written notice to the Company if the Executive becomes employed by, or provides services
to, a Buyer. The Executive agrees and covenants that the Executive will give the Company written notice as required by this Section
4(d).
5. Release.
No payments will be made to the Executive under Section 4(b) or 4(c) unless the Executive provides the Release in accordance with
this Section 5. The Company will provide the form of Release to the Executive. The Executive cannot sign the Release before the
date of the Executive’s Covered Termination. The Executive must deliver the executed Release to the Company no later than
the sixtieth day after the date of the Executive’s Covered Termination and the Release must become effective and irrevocable
no later than the sixtieth day after the date of the Executive’s Covered Termination. The date that the Release becomes effective
and irrevocable is the “Release Effective Date.”
6. Forfeiture of
Benefits. No additional benefits shall be payable under Section 4(b) or 4(c) after the date that the Executive breaches any
of the Executive’s covenants and promises set forth in Section 8. If the Executive breaches any of the Executive’s
covenants and promises set forth in Section 8, the Executive shall be liable to the Company for the repayment of any amounts previously
paid to the Executive under Section 4(b) or 4(c) on or after the date of the Executive’s breach. No additional benefits shall
be payable under Section 4(b) or 4(c) as described in Section 4(d) of this Agreement.
7. Certain Definitions.
For purposes of this Agreement, the following terms shall have the following definitions:
(a) Buyer
means the purchaser or acquirer in a Transaction.
(b) Cause
means any of (i) the Executive’s failure to perform a material duty or the Executive’s breach of a material and written
policy of the Company or its affiliate other than by reason of mental or physical illness or injury, (ii) the Executive’s
breach of the Executive’s fiduciary duties to the Company or its affiliate, (iii) conduct of the Executive that is demonstrably
and materially injurious to the Company or its affiliate, monetarily or otherwise including, but not limited to, damage to the
reputation or standing in the industry of the Company or its affiliate; provided, that in the cases of the foregoing clauses
(i) through (iii), that following written notice from the Company describing any such act, omission or event, such act, omission
or event is not cured, to the reasonable satisfaction of the Company, within thirty days after such notice is received by the Executive,
or (iv) the Executive’s conviction of, or plea of guilty or nolo contendre to, a felony or crime involving moral turpitude
or fraud or dishonesty involving assets of the Company or its affiliate.
(c) Change
in Control has the same meaning as such term is defined in Section 1.04 of the Shenandoah Telecommunications Company 2014 Equity
Incentive Plan except that for purposes of Section 1.04(4) therein, the phrase “at least sixty percent (60%) of the Company’s
assets” shall be substituted for “all or substantially all of the Company’s assets.” For the avoidance
of doubt, more than one Change in Control may occur during the Term, e.g., if a Change in Control occurs on account of the
sale of at least sixty percent (60%), but less than all, of Shenandoah Telecommunications Company’s assets, a subsequent
sale of at least sixty percent (60%) of the remaining assets of Shenandoah Telecommunications Company also shall be a Change in
Control.
(d) COBRA
means the group health plan coverage continuation requirements of Section 4980B of the Code.
(e) Code
means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
(f) Control
Change Date means the date on which a Change in Control occurs. If a Change in Control occurs on account of a series of transactions,
the “Control Change Date” is the date of the last of such transactions.
(g) Covered
Termination means, except as provided in the two following sentences, an involuntary termination of the Executive’s employment
with the Company and its affiliates by the Company for a reason other than Cause or, on or after a Control Change Date, the Executive’s
resignation from employment with the Company and its affiliates with Good Reason. A cessation of the Executive’s employment
with the Company and its affiliates on account of the Executive’s death or Disability is not a Covered Termination. A cessation
of the Executive’s employment with the Company and its affiliates is not a Covered Termination if (i) such employment ends
in connection with, or related to, a Transaction and (ii) the Executive accepts an offer of employment or becomes an employee or
otherwise provides services to the Buyer.
(h) Disability
means that the Executive meets the requirements for benefits under the Company’s long term disability program, without regard
to any waiting or elimination period.
(i) Good
Reason means, without the Executive’s consent, any of (i) the Company’s material breach of the terms of any written
agreement between the Company or its affiliate and the Executive, (ii) a material diminution in the Executive’s duties, functions
and responsibilities to the Company and its affiliates; provided, however, that a material diminution in the Executive’s
duties, functions and responsibilities shall not occur solely because Shenandoah Telecommunications Company does not have common
stock or other securities that are publicly traded, (iii) the Company or an affiliate prevents the Executive from fulfilling or
exercising the Executive’s material duties, functions and responsibilities, (iv) a more than ten percent (10%) reduction
in the Executive’s base salary or annual bonus opportunity other than a reduction in base salary or annual bonus opportunity
that is proportionate to the reduction in base salary and annual bonus opportunity for similarly situated executives of the Company
or its affiliates or (v) a requirement that the Executive relocate the Executive’s employment more than fifty miles
from the location of the Executive’s principal office on the date of this Agreement. The Executive’s resignation shall
not be deemed a resignation with Good Reason (and will not be a Covered Termination) unless the Executive gives the Company written
notice (delivered within thirty days after the Executive knows of the event, action, etc. that the Executive asserts constitutes
Good Reason), the event, action, etc. that the Executive asserts constitutes Good Reason is not cured, to the reasonable satisfaction
of the Executive, within thirty days after such notice and the Executive resigns effective not later than thirty days after the
expiration of such cure period.
(j) Transaction
means a disposition, merger, spinoff or sale of the assets or similar transaction by, or involving, the Company or any affiliate,
subsidiary, division or business segment of the Company or its affiliate for which the Executive is employed by, or providing services
to, on the date of such transaction, regardless of whether such transaction constitutes a Change in Control.
8. Covenants.
As a condition to the Company’s willingness to enter into this Agreement, the Executive agrees to the covenants set forth
in this Section 8. The Executive further agrees that the covenants set forth in Sections 8(a) and 8(b) shall apply during the Executive’s
employment with the Company or its affiliate and during any period in which the Executive receives payments or benefits under Section
4(b) or 4(c) of this Agreement. The Executive further agrees that the covenants set forth in Sections 8(c), 8(d), 8(e) and 8(f)
shall apply during the Executive’s employment with the Company or its affiliate and thereafter.
(a) Non-Competition. The Executive shall
not, without the Company’s prior written consent, directly or indirectly engage in, have any equity interest in, or manage
or control any Competitive Business; provided, however, that: (i) the Executive shall be permitted to acquire a passive stock or
equity interest in such a Competitive Business provided the stock or other equity interest acquired is not more than 5% of the
outstanding interest in such a Competitive Business; and (ii) the Executive shall be permitted to acquire any investment through
a mutual fund, private equity fund or other pooled account that is not controlled by the Executive and in which he has less than
a 5% interest. For purposes of this Agreement, the term “Competitive Business” shall mean a business that provides
telecommunications services to customers in a location in which the Company or an affiliate provides the same or similar telecommunications
services to customers.
(b) Non-Solicitation. The Executive will
not, directly or indirectly, recruit or otherwise solicit or induce any employee, director, consultant, customer, vendor or supplier
of the Company or its affiliate to terminate his, her or its employment or arrangement with the Company or its affiliate or otherwise
change his, her or its relationship with the Company or its affiliate.
(c) Confidentiality. The Executive shall
maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his or
her benefit or the benefit of any person, firm, corporation or other entity, any confidential or proprietary information or trade
secrets or inventions or trademarks or other intellectual property of, or relating to, the Company without the prior written authorization
of the Company. Notwithstanding anything herein to the contrary, nothing shall prohibit the Participant from disclosing any information
that is generally known by the public.
(d) Non-Disparagement. The Executive will
not criticize, defame, be derogatory toward or otherwise disparage the Company or its affiliate (or the past, present and future
officers, directors, stockholders, attorneys, agents, representatives or employees of the Company or its affiliates), or its or
their business plans or actions, to any third party, either orally or in writing; provided, however, that neither this provision
nor any other provision of this Agreement will preclude the Executive from giving testimony in response to a lawful subpoena or
preclude any conduct protected under 18 U.S.C. Section 1514A(a) or any similar state or federal law providing “whistleblower”
protection to the Participant.
(e) Return
of Company Property. Upon the Executive’s termination of employment or upon the request of the Company at any time and for
any reason, the Executive will immediately return to the Company all originals and copies of all documents of the Company and its
affiliates and all other property of the Company or an affiliate including, without limitation, keys, computer files, database
information, financial statements, budgets and forecasts and any similar information, gas cards, credit cards, computers, mobile
telephones and wireless handsets. The Company also reserves the right to restrict the Executive’s access to computer, information
or operating systems of the Company or its affiliates as the Company deems appropriate.
(f) Cooperation.
The Executive agrees to cooperate in good faith with respect to the defense or prosecution of any litigation, investigation or
other legal proceeding involving the Company or an affiliate that relates to the time period in which the Executive was employed
by the Company or an affiliate. In accordance with the Company’s business expense policy, the Company will promptly reimburse
the Executive for the out-of-pocket expenses incurred by the Executive in connection with such cooperation.
(g) Rights
and Remedies Upon Breach. The Executive acknowledges and agrees that any breach by the Executive of any of the provisions of this
Section 8 (the “Covenants”) would result in irreparable injury and damage for which money damages would not provide
an adequate remedy. Therefore, if the Executive breaches, or threatens to commit a breach of, any of the Covenants, the Company
and its affiliates shall have the right and remedy to have the Covenants specifically enforced (without posting bond and without
the need to prove damages) by any court having jurisdiction, including, without limitation, the right to an entry against the Executive
of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual,
and whether or not then continuing, of such covenants. This right and remedy shall be in addition to, and not in lieu of, any other
rights and remedies available to the Company and its affiliates under law or in equity (including, without limitation, under Section
6 of this Agreement or the recovery of damages). The existence of any claim or cause of action by the Executive, whether predicated
on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Covenants.
(h) Severability.
The Executive acknowledges and agrees that the Executive has had an opportunity to seek the advice of counsel in connection with
this Agreement; and that the Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined
that any of the provisions of this Agreement, including, without limitation, any of the Covenants, or any part thereof, is invalid
or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full affect,
without regard to the invalid portions.
(i) Duration
and Scope of Covenants. If any court of competent jurisdiction determines that any of the Covenants or any part thereof are unenforceable
because of the duration or geographical scope of such provision, then, after such determination has become final and unappealable,
the duration or scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in
its reduced form, such provision shall then be enforceable and shall be enforced.
9. Code Section 280G. Notwithstanding any other provision of this Agreement, if it is determined that benefits or payments
payable under this Agreement, taking into account other benefits or payments provided under other plans, agreements or arrangements
would subject the Executive to tax under Code section 4999 such payments shall be reduced as provided in, and to the extent required
by, the Section 14.04 of the Shenandoah Telecommunications Company 2014 Equity Incentive Plan.
10. Code
Section 409A.
(a) This Agreement and the amounts payable
and other benefits provided under this Agreement are intended to comply with, or otherwise be exempt from, Section 409A of the
Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through
(b)(12). This Agreement shall be administered, interpreted and construed in a manner consistent with Section 409A. If any provision
of this Agreement is found not to comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified
and given effect, in the sole discretion of the Company and without requiring the Executive’s consent, in such manner as
the Company determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided,
however, that in exercising its discretion under this Section 10, the Company shall modify this Agreement in the least restrictive
manner necessary. Each payment under this Agreement shall be treated as a separate identified payment for purposes of Section 409A.
(b) With
respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement,
such reimbursement of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) the expenses
eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible
for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement
providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense
shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense
was incurred and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another
benefit.
(c) If
a payment obligation under this Agreement arises on account of the Executive’s termination of employment and to the extent
that such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1),
after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only
after the Executive’s “separation from service” (determined in accordance with Treasury Regulation Section 1.409A-(h))
provided, however, that if the Executive is a “specified employee” (determined in accordance with Treasury Regulation
Section 1.409A-1(i)), any such payment that is scheduled to be paid within six months after such separation from service shall
accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s
separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of
the Executive’s estate following the Executive’s death.
11. No
Employment Rights. Nothing in this Agreement confers on the Executive any right to continuance of employment or service by
the Company or its affiliate. Nothing in this Agreement interferes with the right of the Company or its affiliate to terminate
the Executive’s employment or service at any time for any reason, with or without Cause, subject to the requirements of this
Agreement. Nothing in this Agreement restricts the right of the Executive to terminate the Executive’s employment with the
Company and its affiliates at any time, for any reason, with or without Good Reason.
12. Governing
Law. The laws of the Commonwealth of Virginia shall govern all matters arising out of or relating to this Agreement including,
without limitation, its validity, interpretation, construction and performance but without giving effect to any conflict of laws
principles that may require the application of the laws of another jurisdiction.
13. Binding
Agreement. This Agreement shall be binding on and inure to the benefit of, and be enforceable by or against the Company and
its successors and the Executive (and the Executive’s personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees). If the Executive dies while any amount remains payable to the Executive under this
Agreement, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s devises, legatee
or other designee, of if there is none, to the Executive’s estate.
14. No
Assignment. Except as required by applicable law, no right to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy or similar
process or assignment by operation of law and any attempt to effect any such action shall be null, void and no effect.
15. Entire
Agreement. This Agreement expresses the whole and entire agreement between the parties and supersedes and replaces any prior
agreement, offer letter, understanding or arrangement (whether oral or written) by or between the Company or its affiliate and
the Executive with respect to the payment of severance benefits to the Executive. The Executive understands, acknowledges and agrees
that the Executive is not eligible to participate in, or receive benefits under, the Shentel Management Company Severance Plan.
16. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together
constitute on and the same instrument.
17. Modification
of Agreement. Subject to the right of the Company to modify this Agreement in accordance with Section 10 of this Agreement,
no waiver or modification of this Agreement shall be valid unless in writing and duly executed by the party to be charged therewith.
No evidence of any waiver or modification shall be offered or received in evidence at any proceeding, arbitration or litigation
between the parties unless such waiver or modification is in writing, duly authorized and executed.
18. Notices.
All notices, requests and other communications to any party under this Agreement shall be in writing and shall be given to such
party at its address set forth below or such other address as such party may hereafter specify for the purpose of notice to the
other party:
| If to the Company: |
Shentel Management Company |
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Attention: General Counsel |
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P. O. Box 459 |
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500 Shentel Way |
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Edinburg, Virginia 22824 |
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| If to the Executive: |
«Name» |
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«Address_1» |
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«Address_2» |
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Each notice, request or other communication shall be effective
if (i) given by mail, seventy-two hours after such communication is deposited in the mails with first class postage prepaid and
addressed as set forth above or (ii) if given by other means, when delivered at the address prescribed by this Section 18.
IN WITNESS WHEREOF, the parties have executed
this Agreement.
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Executive |
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«Name» |
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Dated: |
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Shentel Management Company |
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«Co_Signer» |
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Dated: |
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